Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MED GEN, INC.
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(Exact name of issuer as specified in its charter)
Nevada 65-0703559
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State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7284 W. Palmetto Park Road, Suite 106
Boca Raton, Florida 33433
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(Address of principal executive offices)
CONSULTING AGREEMENTS
NONQUALIFIED STOCK OPTION PLAN
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(Full title of the Plan)
Paul S. Mitchell, President
Med Gen, Inc.
7284 W. Palmetto Park Road, Suite 106
Boca Raton, Florida 33433 (561) 750-1100
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(Name, address and telephone number of agent for service)
Approximate date of commencement of sales pursuant to the Plan: From
time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Total
to be Registered (1) Offering Price per Aggregate Offering Registration
Registered Share (a) Price Fee
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Common stock 5,370,000 $ 0.28 (2) $ 1,503,600 $ 138.33
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(1) If, as a result of stock splits, stock dividends, or similar
transactions, the number of securities purported to be registered on
this registration statement changes, the provisions of Rule 416 shall
apply to this registration statement, and this registration statement
shall cover the additional securities resulting from such split,
dividend or similar transaction.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
and computed on the basis of $.135 per share exercise price of options
granted to purchase 2,000,000 shares of common stock of the
Registrant; $.25 per share exercise price of options granted to
purchase 270,000 shares of common stock of the Registrant; $.20 per
share exercise price of options granted to purchase 3,000,000 shares
of common stock of the Registrant; and $.28 per share for 100,000
shares based on the average of the closing bid and at asked the price
per share of the common stock as quoted by the National Association of
Securities Dealers Automated System on April 4, 2002.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register (i)
270,000 shares of Common Stock of the Registrant for issuance upon the
exercise of options granted on January 4, 2001; (ii) 2,000,000 shares
of common stock for issuance upon the exercise of options granted on
September 10, 2001; ) 3,000,000 shares of common stock for issuance
upon the exercise of options granted on June 18, 2002; and 100,000
shares of common stock issued pursuant to an agreement dated April 4,
2002.
Pursuant to Rule 428(b)(1), promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the information required by
Part I of Form S-8 will be sent or given to employees, as specified in
such Rule, in the form of a prospectus that meets the requirements of
Section 10(a) of the Securities Act. In accordance with the
instructional Note to Part I of Form S-8, the information specified by
Part I of Form S-8 has been omitted from this Registration Statement
on Form S-8 for offers of Common Stock pursuant to the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
registration statement:
(a) The Registrant's Form S-8 filed on April 22, 2002.
(b) The Registrant's Form 8-K filed on January 15, 2002.
(c) The Registrant's Form 10K-SB for the year ended
September 30, 2001.
(d) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001, December 31, 2001 and
March 31, 2002.
(e) The Registrant's Form S-8 filed on January 19, 2001.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to the
registration statement which indicates that all of the shares of
common stock offered have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from
the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered under
this registration statement is registered under Section 12 of the
Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is hereby made to the provisions of the Nevada
Revised Statutes which provides for indemnification of directors and
officers under certain circumstances.
At present the Company has not entered into individual
indemnification agreements with its officers and/or directors.
However, the Company's by-laws provide a comprehensive indemnification
provision which provides that the Company shall indemnify, to the
fullest extent under Nevada law, its directors and officers against
certain liabilities incurred with respect to their service in such
capacities. In addition, the by-laws provide that the personal
liability of directors and officers of the Company and its
stockholders for monetary damages will be limited.
Indemnification under the Company's Articles Bylaws is
nonexclusive of any other right such persons may have under statute,
agreement, bylaw or action of the Board of Directors or shareholders
of the corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
No. Description
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4.1 Option granted by Company to Paul Kravitz dated January 4, 2001
4.2 Option granted by Company to Paul Mitchell dated January 4, 2001
4.3 Option granted by Company to Paul Kravitz dated September 10,
2001
4.4 Option granted by Company to Paul Mitchell dated September 10,
2001
4.5 Option granted by Company to Paul Kravitz dated June 18, 2002
4.6 Option granted by Company to Paul Mitchell dated June 18, 2002
4.7 Memorandum of Letter Agreement between Company and Stewart A.
Merkin, Esq. Dated July 1, 2002
5 Opinion of Stewart A. Merkin, Esq., P.A.
24.2 Consent of Richard H. Harris & Associates, P.A.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 or
Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial
information.
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(d) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons or the registrant pursuant to the provisions
described in Item 6, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceedings) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that is has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement or amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Boca Raton, Florida on July 8, 2002.
MED GEN, INC.
By: /s/Paul S. Mitchell
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Paul S. Mitchell,
President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment thereto has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ Paul S. Mitchell
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Paul S. Mitchell President, Secretary,
Treasurer and Director July 8, 2002
/s/ Paul Kravitz
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Paul Kravitz Chief Executive Officer
And Director July 8, 2002
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EXHIBIT INDEX
No. Description
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4.1 Option granted by Company to Paul Kravitz dated January 4, 2001
4.2 Option granted by Company to Paul Mitchell dated January 4, 2001
4.3 Option granted by Company to Paul Kravitz dated September 10,
2001
4.4 Option granted by Company to Paul Mitchell dated September 10,
2001
4.5 Option granted by Company to Paul Kravitz dated June 18, 2002
4.6 Option granted by Company to Paul Mitchell dated June 18, 2002
4.7 Memorandum of Letter Agreement between Company and Stewart A.
Merkin, Esq. Dated July 1, 2002
5 Opinion of Stewart A. Merkin, Esq., P.A.
24.2 Consent of Richard H. Harris & Associates, P.A.
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